<PAGE>
As filed with the Securities and Exchange Commission on July 31, 1998.
Registration No. 333-_________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THOMAS & BETTS CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 22-1326940
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8155 T&B Boulevard
Memphis, Tennessee 38125
(901) 252-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JERRY KRONENBERG
Vice President - General Counsel and Secretary
8155 T&B Boulevard
Memphis, Tennessee 38125
(901) 252-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
ANNE HAMBLIN SCHIAVE, ESQ.
McBride Baker & Coles
500 West Madison Street, 40th Floor
Chicago, Illinois 60661
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933 (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ___________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ___________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Aggregate Aggregate Amount of
Title of Each Class of Amount To Price Per Offering Registration
Securities Being Registered Be Registered Unit Price(1) Fee
- --------------------------- ------------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock and Rights 1,460,954 $42.875 $62,638,402 $18,478.33
</TABLE>
___________
(1) Estimated solely for purposes of determining the registration fee.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY 31, 1998
PROSPECTUS
THOMAS & BETTS CORPORATION
COMMON STOCK
1,460,954 SHARES
All of the shares of Thomas & Betts Corporation (the "Company") Common
Stock, $0.10 par value per share (the "Common Stock") offered hereby are
being sold by the holders of the Common Stock named herein under "Selling
Shareholders" (the "Selling Shareholders"). The Company will not receive any
of the proceeds of the offering.
The Selling Shareholders named herein, or any pledgees, donees,
transferees or other successors in interest, directly, through agents to be
designated from time to time, or through dealers or underwriters also to be
designated, may sell the Common Stock from time to time in one or more
transactions on the New York Stock Exchange or in the over-the-counter market
and in negotiated transactions, on terms to be determined at the time of
sale. To the extent required, the specific Common Stock to be sold, the
names of the Selling Shareholders, the respective purchase prices and public
offering prices, the names of any such agent, dealer or underwriter, and any
applicable commissions or discounts with respect to a particular offer will
be set forth in any accompanying Prospectus Supplement or, if appropriate, a
post-effective amendment to the Registration Statement of which this
Prospectus is a part. See "Plan of Distribution." By agreement, the Company
will pay all the expenses of the registration of the Common Stock by the
Selling Shareholders other than underwriting discounts and commissions and
transfer taxes, if any. Such expenses to be borne by the Company are
estimated at $56,500.
The Selling Shareholders and any broker-dealers, agents or underwriters
that participate with the Selling Shareholders in the distribution of the
Common Stock may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and any
commissions received by them and any profit on the resale of the Common Stock
purchased by them may be deemed underwriting commissions or discounts under
the Securities Act.
The Common Stock is listed on the New York Stock Exchange under the
symbol "TNB." The last reported sale price of the Common Stock on the New
York Stock Exchange Composite Tape on July 30, 1998 was $42.875 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August __, 1998
2
<PAGE>
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE
SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT.
3
<PAGE>
AVAILABLE INFORMATION
Thomas & Betts Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy and information statements and other information filed by the
Company with the Commission can be inspected, and copies may be obtained at
prescribed rates at the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the following Regional
Offices of the Commission: Chicago Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and New York Regional Office, 7 World
Trade Center, New York, New York 10048. Information on the operation of the
Public Reference Room may be obtained by calling the Commission at
1-800-SEC-0330. Such materials can also be accessed electronically by means
of the Commission's home page on the Internet at http://www.sec.gov and
inspected and copied at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
This Prospectus constitutes a part of a registration statement on Form
S-3 (together with all amendments and exhibits, herein referred to as the
"Registration Statement") filed by the Company under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus does not contain
all of the information included in the Registration Statement, certain parts
of which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to such Registration Statement and to the
exhibits relating thereto for further information with respect to the Company
and the securities offered hereby.
Statements made in this Prospectus concerning the provisions of any
contract, agreement or other document referred to herein are not necessarily
complete. With respect to each such statement concerning a contract,
agreement or other document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission, reference is made to such exhibit or
other filing for a more complete description of the matter involved, and each
such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission in accordance with the
provisions of the Exchange Act are incorporated herein by reference and made a
part hereof.
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 1997, filed March 19, 1998.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
April 5, 1998, filed May 20, 1998.
3. The Company's Current Reports on Form 8-K dated February 5, 1998,
February 10, 1998, May 7, 1998, and July 30, 1998, filed February 10, 1998,
February 19, 1998, May 7, 1998 and July 30, 1998, respectively.
4. The Company's Registration Statement on Form 8-A dated December 12,
1997, filed December 15, 1997 and the Company's Report on Form 8B dated May 2,
1996 and filed May 2, 1996.
4
<PAGE>
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and before the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein, or contained in this Prospectus, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or
oral request of such person, a copy of any or all of the documents
incorporated by reference in this Prospectus (other than exhibits, unless
such exhibits are specifically incorporated by reference into such
documents). Requests for such copies should be directed to Jerry Kronenberg,
Corporate Secretary, Thomas & Betts Corporation, 8155 T&B Boulevard, Memphis,
Tennessee 38125, or by telephone at (901) 252-5000.
THOMAS & BETTS CORPORATION
The Company designs, manufactures and markets, on a global basis,
electrical and electronic connectors and components with manufacturing
facilities and marketing activities in North America, Europe and the Far
East. The Company's products are sold worldwide through electrical,
electronic and HVAC distributors, mass merchandisers, catalogs and home
centers, and directly to original equipment manufacturer ("OEM") markets. The
Company operates in three business segments - Electrical, Electronics and
Other. Electrical Construction and Maintenance Components are sold primarily
in North America, and manufactured and assembled at facilities located in the
United States, Puerto Rico, Canada and Mexico. Electronics/OEM Components are
sold in North America, Europe and Asia, and manufactured at facilities in the
United States, Europe, Mexico, Japan and Singapore. Other Products and
Components--principally heaters, heating and ventilation systems, components
for transmission and distribution of electric power, transmission poles and
towers, and telecommunications products--are sold primarily in North America
and manufactured in the United States, Europe and Mexico.
Selective acquisitions have been made to broaden the Company's business
worldwide. The Company currently is evaluating several acquisition
possibilities, and expects to do so from time to time in the future. The
Company may finance any such acquisitions, which it consummates through the
issuance of private or public debt or equity, internally generated funds or a
combination of the foregoing. Under certain circumstances, the Company may
become more leveraged as a result of such acquisitions. The Company's goal is
to finance or refinance any such acquisitions in a manner that will not
change the ratings of its debt securities in the long term. However, no
assurance can be given that the Company will be able to meet this goal.
The Company was established in 1898 as a sales agency for electrical
wires and raceways and was incorporated in New Jersey in 1917 and
reincorporated in Tennessee in May 1996. The Company's executive offices are
located at 8155 T&B Boulevard, Memphis, Tennessee 38125, telephone number
(901) 252-5000.
5
<PAGE>
RECENT DEVELOPMENTS
For the second quarter ended July 5, 1998, the Company reported net
earnings of $41.5 million ($0.73 diluted earnings per share), a 3% increase
over the prior year's second quarter. Earnings for the first six months grew
10% to $78.8 million ($1.38 per share) compared with the same period in 1997.
Results for all periods were restated to include the July 2, 1998 acquisition
of Telecommunication Devices, Inc., which was accounted for as a pooling of
interests.
Second quarter net sales were $553.3 million and six-month net sales
were $1,098 million, 5% and 3%, respectively, below the same periods in 1997.
The deconsolidation of certain lines of automotive business, which were
contributed at year-end 1997 to the Exemplar/Thomas & Betts Electrical
Systems joint venture, reduced reported net sales for the quarter. In
addition, the previously announced, planned phase-out of a large automotive
platform and approximately $7 million of foreign currency shifts adversely
affected second-quarter sales. Adjusting to exclude the impact of these
items, sales for the quarter increased 1% and six-month sales rose 3% from
the respective 1997 periods.
Gross margin for the second quarter of 1998 was 30.8%, compared with
30.5% in 1997. The operating margin rose to 12.5% versus 11.8% in 1997.
Coincident with its latest earnings announcement, the Company disclosed
plans to implement expense-reduction programs and to accelerate plant
relocations to lower-cost regions. These actions will result in restructuring
and other special charges of approximately $90-$110 million in the third
quarter of 1998 and project costs over the next six quarters totaling
approximately one-third of the special charges. Additional details of these
restructuring plans are contained in a press release filed with the
Commission as Exhibit 20.2 to the Company's Current Report on Form 8-K dated
July 30, 1998.
USE OF PROCEEDS
The sale of the Common Stock offered hereby is for the account of the
Selling Shareholders. Accordingly, the Company will not receive any of the
proceeds from the sale by the Selling Shareholders of the Common Stock.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company currently consists of
250,000,000 shares of Common Stock, $0.10 par value, and 1,000,000 shares of
preferred stock, $0.10 par value, issuable in series (the "Preferred Stock").
As of July 30, 1998, there were outstanding 56,729,169 shares of Common
Stock. As of July 30, 1998, there were no shares of Preferred Stock
outstanding, but 300,000 shares of Preferred Stock have been reserved in
connection with the Company's Series A Participating Cumulative Preferred
Stock Purchase Rights.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share for each
share held of record on all matters voted on by shareholders, including the
election of directors, and are entitled to participate equally in dividends
when and as such dividends may be declared by the Board of Directors out of
legally available funds. As a Tennessee corporation, the Company is subject
to statutory limitation on the declaration and payment of dividends. In the
event of a liquidation, dissolution or winding up of the Company, holders of
Common Stock have the right to a ratable portion of assets remaining after
satisfaction in full of the prior rights of creditors, including holders of
the Company's indebtedness, all liabilities and the aggregate liquidation
preferences of any outstanding shares of Preferred Stock. The holders of
Common Stock have no conversion, redemption, preemptive or cumulative voting
rights. All outstanding shares of Common Stock are validly issued, fully
paid and non-assessable.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for Common Stock is First Chicago Trust
Company of New York, P.O. Box 2534, Suite 4649, Jersey City, New Jersey
07303-2534.
PREFERRED STOCK PURCHASE RIGHTS
On December 3, 1997, the Board of Directors of the Company declared a
dividend of one preferred stock purchase right (a "Right") for each
outstanding share of Common Stock of the Company payable to holders of record
as of the close of business on December 15, 1997 (the "Record Date"). Shares
of Common Stock issued after the Record Date and prior to the Distribution
Date (as defined below) will be issued with a Right attached so that all
shares of Common Stock outstanding prior to the Distribution Date will have
Rights attached.
Prior to the Distribution Date, the Rights will be evidenced by the
certificates for, and will be transferred with, the Common Stock, and the
registered holders of the Common Stock will be deemed to be the registered
holders of the Rights. After the Distribution Date, the Rights Agent (as
defined below) will mail separate certificates evidencing the Rights to each
record holder of the Common Stock as of the close
6
<PAGE>
of business on the Distribution Date, and thereafter the Rights will be
transferable separately from the Common Stock. The Rights are listed on the
New York Stock Exchange. The "Distribution Date" means the earlier of (i) the
10th day (or such later day as may be designated by a majority of the
Continuing Directors (as defined below)) after the date (the "Stock
Acquisition Date") or the first public announcement that a person (other than
the Company or any of its subsidiaries or any employee benefit plan of the
Company or any such subsidiary) has acquired beneficial ownership of 15% or
more of the outstanding shares of Common Stock (an "Acquiring Person") and
(ii) the 10th business day (or such later day as may be designated by a
majority of the Continuing Directors) after the date of the commencement of a
tender or exchange offer by any person which would, if consummated, result in
such person becoming an Acquiring Person.
Prior to the Distribution Date, the Rights will not be exercisable.
After the Distribution Date, each Right will be exercisable to purchase, for
$200 (the "Purchase Price"), one two-hundredths of a share of Series A
Participating Cumulative Preferred Stock, $0.10 par value per share. The
terms and conditions of the Rights are set forth in a Rights Agreement dated
as of December 3, 1997 between the Company and First Chicago Trust Company of
New York, as Rights Agent.
If any person becomes an Acquiring Person, each Right (other than Rights
beneficially owned by the Acquiring Person and certain affiliated persons)
will entitle the holder to purchase, for the Purchase Price, a number of
shares of Common Stock having a market value of twice the Purchase Price.
If, after any person has become an Acquiring Person, (1) the Company is
involved in a merger or other business combination in which the Company is
not the surviving corporation or its Common Stock is exchanged for other
securities or assets, or (2) the Company or one or more of its subsidiaries
sell or otherwise transfer assets or earning power aggregating more than 50%
of the assets or earning power of the Company and its subsidiaries, taken as
a whole, then each Right will entitle the holder to purchase, for the
Purchase Price, a number of shares of common stock of the other party to such
business combination or sale (or in certain circumstances, an affiliate)
having a market value of twice the Purchase Price.
At any time after any person has become an Acquiring Person (but before
any person becomes the beneficial owner of 50% or more of the outstanding
shares of Common Stock), a majority of the Continuing Directors may exchange
all or part of the Rights (other than Rights beneficially owned by an
Acquiring Person and certain affiliated persons) for shares of Common Stock
at an exchange ratio of one share of Common Stock per Right.
The Board of Directors may redeem all of the Rights at a price of $.005
per Right at any time prior to the close of business on the 10th day after
the Stock Acquisition Date (or such later date as may be designated by a
majority of the Continuing Directors).
"Continuing Director" means any member of the Board of Directors who was
a member of the Board prior to the time an Acquiring Person becomes such or
any person who is subsequently elected to the Board if such person is
recommended or approved by a majority of the Continuing Directors.
Continuing Directors do not include an Acquiring Person, an affiliate or
associate of an Acquiring Person or any representative or nominee of the
foregoing.
The Rights will expire on December 15, 2000, unless earlier exchanged or
redeemed. The Rights may have an effect of delaying, deferring or preventing
a change of control of the Company.
7
<PAGE>
SELLING SHAREHOLDERS
The Selling Shareholders have acquired 1,460,954 shares of Common Stock
offered hereby from the Company pursuant to an Acquisition Agreement and Plan
of Reorganization dated July 2, 1998 by and among the Company and the owners
of record of all of the issued and outstanding capital stock
Telecommunication Devices Inc. and its affiliates ("TDI") pursuant to which
TDI became a wholly-owned subsidiary of the Company.
The Company may from time to time supplement or amend this Prospectus,
as required, to provide other information with respect to the Selling
Shareholders.
Except as set forth in the table below, none of the Selling Shareholders
holds any position or office with, has been employed by, or otherwise has a
material relationship with the Company, or any of its predecessors or
affiliates, other than as equity holders, creditors or employees of TDI or
any of its subsidiaries. The following table sets forth certain information
regarding ownership of the Company's Common Stock by the Selling
Shareholders. None of the Selling Shareholders owns in excess of 1% of the
Common Stock and, because the Selling Shareholders may offer all or part of
the Common Stock which they hold pursuant to the offering contemplated by
this Prospectus and because their offering is not being underwritten on a
firm commitment basis, no estimate can be given as to the amount of the
Common Stock that will be held by Selling Shareholders upon termination of
this offering.
<TABLE>
<CAPTION>
Number of Shares
Selling Shareholder of Common Stock Number of Shares
Name Beneficially Owned Offered Hereby
- --------------------------------------------------------------------------------
<S> <C> <C>
Mohamed Alamgir 5,518 5,518
Lisa J. Becker 18,393 18,393
Lisa J. Becker, as Trustee of the Lisa J.
Becker Trust No. 1 dated October
1, 1997, or her successor in trust 63,820 63,820
Alan El-Shafei 9,196 9,196
Ronald Klint 3,678 3,678
Thomas W. Kulawiak (1) 44,144 44,144
Doris I. McHale, as Trustee of the Doris I.
McHale Revocable Trust No. 1
dated October 1, 1997, or her
successor in trust (2) 459,815 459,815
8
<PAGE>
Number of Shares
Selling Shareholder of Common Stock Number of Shares
Name Beneficially Owned Offered Hereby
- --------------------------------------------------------------------------------
John R. McHale 18,393 18,393
John R. McHale, as Trustee of the John R.
McHale Trust No. 1 dated February
27, 1996, or his successor in trust 63,820 63,820
Martin McHale 5,518 5,518
Kelly A. Roberts 82,214 82,214
Thomas J. Roberts 1,839 1,839
Megan L. Snyder 16,554 16,554
Megan L. Snyder, as Trustee of the Megan
L. Snyder Trust No. 1 dated May
20, 1996, or her successor in trust 51,056 51,056
Michael C. Snyder 114,988 114,988
Molly L. Snyder 16,554 16,554
Molly L. Snyder, as Trustee of the Molly L.
Snyder Trust No. 1 dated May 20,
1996, or her successor in trust 51,056 51,056
Richard C. Snyder, as Trustee of the
Richard C. Snyder Trust No. 1
dated October 4, 1996, or his
successor in trust (3) 421,523 421,523
Donald Sweeney 5,518 5,518
Like Xie 5,518 5,518
Zhiwei Zhang 1,839 1,839
</TABLE>
________________
(1) Mr. Kulawiak served as President of TDI within the past three years.
(2) Ms. McHale served as Chairman and a Director of TDI within the past three
years.
(3) Mr. Snyder served as Vice Chairman and Director of TDI within the past
three years.
9
<PAGE>
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from the sale by the
Selling Shareholders of the Common Stock offered hereby. Any or all of the
shares of Common Stock may be sold from time to time (i) to or through
underwriters or dealers, (ii) directly to one or more other purchasers, (iii)
through agents on a best-efforts basis, or (iv) through a combination of any
such methods of sale.
The shares of the Common Stock offered hereby (the "Shares") may be sold
from time to time by the Selling Shareholders, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on one
or more exchanges or in the over-the-counter market, or otherwise at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Shares may be sold by one or more
of the following: (a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; and (d) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from Selling
Shareholders in amounts to be negotiated prior to the sale. In addition, any
securities covered by this Prospectus which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Shareholders and any such underwriters, dealers or agents
that participate in the distribution of the Common Stock may be deemed to be
underwriters within the meaning of the Securities Act, and any profit on the
sale of the Common Stock by them and any discounts, commissions or
concessions received by them may be deemed to be underwriting discounts and
commissions under the Securities Act. The Common Stock may be sold from time
to time in one or more transactions at a fixed offering price, which may be
changed, or at varying prices determined at the time of sale or at negotiated
prices. Such prices will be determined by the Selling Shareholders or by an
agreement between the Selling Shareholders and underwriters or dealers.
Brokers or dealers acting in connection with the sale of Common Stock
contemplated by this Prospectus may receive fees or commissions in connection
therewith.
At the time a particular offer of Common Stock is made, to the extent
required, a supplement to this Prospectus will be distributed which will
identify and set forth the aggregate number of shares of Common Stock being
offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter
for Common Stock purchased from the Selling Shareholders, any discounts,
commissions and other items constituting compensation from the Selling
Shareholders or the Company and any discounts, commissions or concessions
allowed or reallowed or paid to dealers, including the proposed selling price
to the public. Such supplement to this Prospectus and, if necessary, a
post-effective amendment to the Registration Statement of which this
Prospectus is a part, will be filed with the Commission to reflect the
disclosure of additional information with respect to the distribution of the
Common Stock.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Common Stock may not simultaneously
engage in market making activities with respect to the Common Stock for a
period of nine business days prior to the commencement of such distribution.
In addition and without limiting the foregoing, the Selling Shareholders and
any person participating in the distribution of the Common Stock will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation the rules and
regulations under Regulation M,
10
<PAGE>
which provisions may limit the timing of purchases and sales of the Common
Stock by the Selling Shareholders or any such other person.
In order to comply with certain states securities laws, if applicable,
the Common Stock will be sold in such jurisdictions only through registered
or licensed brokers or dealers. In certain states, the Common Stock may not
be sold unless it has been registered or qualified for sale in such state, or
unless an exemption from registration or qualification is available.
The Company has agreed to indemnify the Selling Shareholders and certain
other persons against certain liabilities, including liabilities arising
under the Securities Act.
11
<PAGE>
LEGAL MATTERS
Unless otherwise indicated in a Prospectus Supplement relating to the
Common Stock, the legality of the Common Stock will be passed upon for the
Company by Jerry Kronenberg, Vice President - General Counsel and Secretary
of the Company.
EXPERTS
The consolidated financial statements of the Company and its
consolidated subsidiaries (except the consolidated financial statements of
Augat Inc. (a wholly-owned subsidiary of the Company since December 11, 1996)
and subsidiaries as of December 29, 1996 and for each of the two years in the
period ending December 29, 1996) as of December 28, 1997 and for each of the
three years in the period ended December 28, 1997, incorporated in this
Prospectus by reference from the Annual Report on Form 10-K of the Company
for year ended December 28, 1997 have been audited by KPMG Peat Marwick LLP
as stated in their report, which is incorporated herein by reference. The
financial statements of Augat Inc. and subsidiaries as of December 29, 1996
and for each of the two years in the period ended December 29, 1996
(consolidated with those of the Company) have been audited by Deloitte &
Touche LLP, as stated in their report which is incorporated herein by
reference. Such financial statements of the Company and its consolidated
subsidiaries have been so incorporated in reliance upon the respective
reports of such firms given upon their authority as experts in accounting and
auditing. Both of the foregoing firms are independent auditors.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses of the issuance and
distribution of the securities (other than underwriting discounts and
commissions) being registered, all of which will be paid by the Registrant.
<TABLE>
<S> <C>
Registration fee ................................................ $18,478.33
Printing and engraving expenses ................................. 500.00
Transfer agent and registrar fees ............................... 5,000.00
Auditors' fees and expenses ..................................... 10,000.00
Legal fees and expenses ......................................... 20,000.00
New York Stock Exchange Listing fee ............................. 1,500.00
Miscellaneous ................................................... 1,000.00
----------
Total............................................ $56,478.33
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 48-12-102 of the Tennessee Code Annotated,
which permits Tennessee corporations to include provisions in their charter
limiting the liability of officers and directors, Article VIII of the
Company's Amended and Restated Charter provides:
No person who is or was a director of the corporation, or such
person's heirs, executors or administrators, shall be personally
liable to the corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director; provided, however, that
this provision shall not eliminate or limit the liability of any
such party (i) for any breach of a director's duty of loyalty to
the corporation or its shareholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, or (iii) for unlawful distributions under the
Tennessee Business Corporation Act. Any repeal or modification of
the provisions of this Article VIII, directly or by the adoption of
an inconsistent provision of this Charter, shall not adversely
affect any right or protection in favor of a particular individual
at the time of such repeal or modification.
Sections 48-18-501 through 48-18-509 of the Tennessee Code Annotated
confer broad powers upon corporations incorporated in Tennessee with respect
to indemnification of any person against liabilities incurred by reason of
the fact that he or she is or was a director, officer,
13
<PAGE>
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, trustee, employee or agent of another
enterprise, or the legal representative of any such director, officer,
trustee, employee or agent. The provisions of Sections 48-18-501 through
48-18-509 are not exclusive of any other rights to which those seeking
indemnification may be entitled under any certificate of incorporation,
bylaw, agreement, vote of shareholders or otherwise. Section 48-18-509 also
provides that powers granted pursuant to Sections 48-18-501 through 48-18-509
may be exercised by the corporation notwithstanding the absence of any
provision in its certificate of incorporation or bylaws authorizing the
exercise of such powers.
Article 5 of the Company's bylaws provides:
Section 1. Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is involved
in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is
the legal representative, is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation
as a director or officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis
of such proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving as a
director or officer, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized or permitted by the
Tennessee Business Corporation Act, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director or officer and shall
inure to the benefit of his or her heirs, executors and
administrators; provided, however, that the Corporation shall
indemnify any such person seeking indemnification in connection
with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board of
Directors. The right to indemnification conferred in this Section
shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the Tennessee Business
Corporation Act requires, the payment of such expenses incurred by
a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in
advance of the final disposition of a
14
<PAGE>
proceeding, shall be made only upon delivery to the Corporation of
an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified
under this Section or otherwise.
Section 2. Right of Claimant to Bring Suit. If a claim under
Section 1 of this Article is not paid in full by the Corporation
within ninety days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim,
and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct
which make it permissible under the Tennessee Business Corporation
Act for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its shareholders)
to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of
conduct set forth in the Tennessee Business Corporation Act, nor an
actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its shareholders) that the
claimant has not met such applicable standard of conduct, shall be
a defense to the action or create a presumption that the claimant
has not met the applicable standard of conduct.
Section 3. Non-Exclusivity of Rights; Continuation of Rights. The
right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition
conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute,
provision of the Charter, Bylaw, agreement, vote of shareholders
or disinterested directors or otherwise. All rights to
indemnification under this Article shall be deemed to be a contract
between the Corporation and each director or officer of the
Corporation who serves or served in such capacity at any time while
this Article is in effect. Any repeal or modification of this
Article or any repeal or modification of relevant provisions of the
Tennessee Business Corporation Act or any other applicable laws
shall not in any way diminish any rights to indemnification of such
director or officer or the obligations of the Corporation arising
hereunder.
15
<PAGE>
Section 4. Insurance. The Corporation may maintain insurance, at
its expense, to protect itself and any director or officer of the
Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any such expense, liability or
loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under
the Tennessee Business Corporation Act.
The Company has a liability insurance policy in effect, which covers
certain claims against any officer or director of the Company by reason of
certain breaches of duty, neglect, errors or omissions committed by such
person in his or her capacity as an officer or director.
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
- ------- -----------------------
<S> <C>
3 The Registrant's Amended and Restated Charter (May 6, 1998)
4 Description of relevant portions of the Registrant's Amended and
Restated Charter defining rights of holders of Common Stock
(incorporated by reference to the Registrant's Report on Form 8B
dated May 2, 1996); Description of the terms and conditions of the
Series A Participating Cumulative Preferred Stock Purchase Rights
set forth in a Rights Agreement dated as of December 3, 1997
between the Registrant and First Chicago Trust Company of New York,
as Rights Agent (incorporated by reference to the Registrant's
Registration Statement on Form 8-A dated December 12, 1997).
5 Opinion of Jerry Kronenberg, Vice President - General Counsel and
Secretary of the Registrant.
23.1 Consent of KPMG Peat Marwick LLP, independent public accountants.
23.2 Consent of Deloitte & Touche LLP, independent public accountants.
23.3 Consent of Jerry Kronenberg (included in Exhibit 5).
24 Powers of Attorney
</TABLE>
16
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(ii) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(b) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) under the Securities Act if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement, or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering; and
(b) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities
17
<PAGE>
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 15
of this Registration Statement, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Memphis, State of Tennessee, on
this 31st day of July 1998.
THOMAS & BETTS CORPORATION
(Registrant)
By: /s/ Jerry Kronenberg
------------------------------
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/ CLYDE R. MOORE* President, Chief Executive Officer,
- ------------------ (Principal Executive Officer)
Clyde R. Moore and Director
/s/ FRED R. JONES* Vice President - Finance July 31, 1998
- ----------------- and Treasurer (Principal Financial
Fred R. Jones Officer and Principal Accounting
Officer)
/s/ ERNEST H. DREW* Director
- ------------------
Ernest H. Drew
/s/T. KEVIN DUNNIGAN* Chairman and Director
- --------------------
T. Kevin Dunnigan
Director
- ------------------------
Jeananne K. Hauswald
19
<PAGE>
SIGNATURE CAPACITY DATE
- --------- -------- ----
Director
- -------------------
Thomas W. Jones
/s/ RONALD L. KALICH, SR.* Director
- --------------------------
Ronald L. Kalich
Director
- --------------------
Robert A. Kenkel
/s/ KENNETH R. MASTERSON* Director
- ------------------------
Kenneth R. Masterson
/s/THOMAS C. MCDERMOTT* Director
- ----------------------
Thomas C. McDermott
/s/ JEAN-PAUL RICHARD* Director
- ---------------------
Jean-Paul Richard
/s/ JERRE L. STEAD* Director
- ------------------
Jerre L. Stead
/s/ WILLIAM H. WALTRIP* Director
- - --------------------
William H. Waltrip
*By: /s/ Jerry Kronenberg July 31, 1998
-------------------------------
Jerry Kronenberg
As attorney-in-fact for the above-named
officers and directors pursuant to
powers of attorney duly executed by
such persons.
20
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
- ------- -----------------------
<S> <C>
3 The Registrant's Amended and Restated Charter (May 6, 1998)
4 Description of relevant portions of the Registrant's Amended and
Restated Charter defining rights of holders of Common Stock
(incorporated by reference to the Registrant's Report on Form 8B
dated May 2, 1996); Description of the terms and conditions of the
Series A Participating Cumulative Preferred Stock Purchase Rights
set forth in a Rights Agreement dated as of December 3, 1997
between the Registrant and First Chicago Trust Company of New York,
as Rights Agent (incorporated by reference to the Registrant's
Registration Statement on Form 8-A dated December 12, 1997).
5 Opinion of Jerry Kronenberg, Vice President - General Counsel and
Secretary of the Registrant.
23.1 Consent of KPMG Peat Marwick LLP, independent public accountants.
23.2 Consent of Deloitte & Touche LLP, independent public accountants.
23.3 Consent of Jerry Kronenberg (included in Exhibit 5).
24 Powers of Attorney
</TABLE>
21
<PAGE>
EXHIBIT 3
AMENDED AND RESTATED CHARTER
OF
THOMAS & BETTS CORPORATION
ARTICLE I.
CORPORATE NAME
The name of the corporation is Thomas & Betts Corporation.
ARTICLE II.
REGISTERED AGENT AND OFFICE
The registered agent of the corporation is C T Corporation System, and the
registered office of the corporation is at 530 Gay Street, Knoxville, County of
Knox, Tennessee 37902.
ARTICLE III.
PRINCIPAL OFFICE
The principal office of the corporation is at 8155 T&B Boulevard, Memphis,
Tennessee 38125.
ARTICLE IV.
INCORPORATORS
The incorporators are T. Kevin Dunnigan and Clyde R. Moore, 1555 Lynnfield
Street, Memphis, Tennessee 38119.
ARTICLE V.
NATURE AND PURPOSES OF CORPORATION
The corporation is for profit. The purposes for which this corporation is
organized are to engage in and to do any lawful act concerning any or all lawful
business for which corporations now or at any time hereafter may be incorporated
under the Tennessee Business Corporation Act, as amended from time to time.
ARTICLE VI.
AUTHORIZED SHARES
The corporation is authorized to issue 251,000,000 shares, consisting of
250,000,000 shares of Common Stock, $.10 par value, and 1,000,000 shares of
Preferred Stock, $.10 par value. The designations, relative rights, preferences
and limitations of the shares of each class, or the manner in which such
relative rights, preferences and limitations are determined, are as follows:
22
<PAGE>
COMMON STOCK. The Common Stock shall have full voting rights and shall
entitle the holders thereof to one vote for each share of Common Stock held.
PREFERRED STOCK. Subject to the provisions hereof, the Board of Directors
is hereby expressly authorized to determine, in whole or in part, the
preferences, limitations and relative rights of the Preferred Stock as a class,
and to issue shares of Preferred Stock in series, and to fix from time to time
before issuance the number of shares to be included in each series and the
designations, relative rights, preferences and limitations of all shares of each
series. The authority of the Board of Directors with respect to each series
shall include, without limitation, the determination of any or all of the
following matters:
A. The number of shares constituting such series and the designation
thereof to distinguish the shares of such series from the shares of all other
series;
B. The dividend rate on the shares of such series and whether such
dividends shall be cumulative and, if cumulative, the date from which dividends
shall accumulate;
C. The redemption price or prices for shares of such series, if
redeemable, and the terms and conditions of such redemption;
D. The preference, if any, of shares of such series in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;
E. The voting rights, if any, of shares of such series in addition to
the voting rights prescribed by law and the terms of exercise of such voting
rights;
F. The right, if any, of shares of such series to be converted into
shares of any other series or class and the terms and conditions of such
conversion;
G. The terms or amount of any sinking fund provided for the purchase
or redemption of such series; and
H. Any other relative rights, preferences and limitations of such
series.
The shares of each series may vary from the shares of any other series as
to any of such matters.
SERIES A PREFERRED PARTICIPATING CUMULATIVE PREFERRED STOCK.
SECTION 1. DESIGNATION AND NUMBER OF SHARES. The shares of such series
shall be designated as "Series A Participating Cumulative Preferred Stock" (the
"Series A Preferred Stock"), and the number of shares constituting such series
shall be 300,000. Such number of shares of the Series A Preferred Stock may be
increased or decreased by resolution of the Board of Directors; PROVIDED that no
decrease shall reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
23
<PAGE>
issuable upon exercise or conversion of outstanding rights, options or other
securities issued by the Corporation.
SECTION 2. DIVIDENDS AND DISTRIBUTIONS.
(a) The holders of Series A Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable on March 31,
June 30, September 30 and December 31 of each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of any share
or fraction of a share of Series A Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (i) $1.00 and (ii)
subject to the provision for adjustment hereinafter set forth, 200 times the
aggregate per share amount of all cash dividends or other distributions and
200 times the aggregate per share amount of all non-cash dividends or other
distributions (other than (A) a dividend payable in shares of Common Stock,
.10 par value per share, of the Corporation (the "Common Stock") or (B) a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise)), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Preferred Stock. If the Corporation shall at any time after
December 3, 1997 (the "Rights Declaration Date") pay any dividend on Common
Stock payable in shares of Common Stock or effect a subdivision or
combination of the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under clause 2(a)(ii) of
the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.
(b) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph 2(a) above immediately
after it declares a dividend or distribution on the Common Stock (other than
as described in clauses 2(a)(ii)(A) and 2(A)(ii)(B) above); PROVIDED that if
no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date (or, with respect to the first
Quarterly Dividend Payment Date, the period between the first issuance of any
share or fraction of a share of Series A Preferred Stock and such first
Quarterly Dividend Payment Date), a dividend of $1.00 per share on the Series
A Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
(c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares of Series A Preferred Stock,
unless the date of issue of such shares is on or before the record date for
the first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue and be cumulative from the date of issue of such
shares, or unless the date of
24
<PAGE>
issue is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly dividend
and on or before such Quarterly Dividend Payment date, in which case dividends
shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on
shares of Series A Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be allocated
pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for determination of
holders of shares of Series A Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall not be more
than 60 days prior to the date fixed for the payment thereof.
SECTION 3. VOTING RIGHTS. In addition to any other voting rights required by
law, the holders of shares of Series A Preferred Stock shall have the following
voting rights:
(a) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 200
votes on all matters submitted to a vote of shareholders of the Corporation.
If the Corporation shall at any time after the Rights Declaration Date pay
any dividend on Common Stock payable in shares of Common Stock or effect a
subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the number of votes per share to which
holders of shares of Series A Preferred Stock were entitled immediately prior
to such event shall be adjusted by multiplying such number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
(b) Except as otherwise provided herein or by law, the holders of
shares of Series A Preferred Stock and the holders of shares of Common Stock
shall vote together as a single class on all matters submitted to a vote of
shareholders of the Corporation.
(c) (i) If at any time dividends on any Series A Preferred Stock shall be in
arrears in an amount equal to six quarterly dividends thereon, the occurrence of
such contingency shall mark the beginning of a period (herein called a "default
period") which shall extend until such time when all accrued and unpaid
dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all shares of Series A Preferred Stock then
outstanding shall have been declared and paid or set apart for payment. During
each default period, all holders of Preferred Stock and any other series of
Preferred Stock then entitled as a class to elect directors, voting together as
a single class, irrespective of series, shall have the right to elect two
Directors.
(ii) During any default period, such voting right of the holders of
Series A Preferred Stock may be exercised initially at a special meeting called
pursuant to subparagraph 3(c)(iii) hereof or at any annual meeting of
shareholders, and thereafter at annual meetings of shareholders, PROVIDED that
neither such voting right nor the right of the holders of any other series of
Preferred Stock, if any, to increase, in certain cases, the authorized number of
Directors shall be exercised unless the holders of 10% in number of shares of
Preferred Stock
25
<PAGE>
outstanding shall be present in person or by proxy. The absence of a quorum
of holders of Common Stock shall not affect the exercise by holders of
Preferred Stock of such voting right. At any meeting at which holders of
Preferred Stock shall exercise such voting right initially during an existing
default period, they shall have the right, voting as a class, to elect
Directors to fill such vacancies, if any, in the Board of Directors as may
then exist up to two Directors or, if such right is exercised at an annual
meeting, to elect two Directors. If the number which may be so elected at any
special meeting does not amount to the required number, the holders of the
Preferred Stock shall have the right to make such increase in the number of
Directors as shall be necessary to permit the election by them of the
required number. After the holders of the Preferred Stock shall have
exercised their right to elect Directors in any default period and during the
continuance of such period, the number of Directors shall not be increased or
decreased except by vote of the holders of Preferred Stock as herein provided
or pursuant to the rights of any equity securities ranking senior to or PARI
PASSU with the Series A Preferred Stock.
(iii) Unless the holders of Preferred Stock shall, during an existing
default period, have previously exercised their right to elect Directors, the
Board of Directors may order, or any shareholder or shareholders owning in
the aggregate not less than 10% of the total number of shares of Preferred
Stock outstanding, irrespective of series, may request, the calling of a
special meeting of holders of Preferred Stock, which meeting shall thereupon
be called by the President, a Vice President or the Secretary of the
Corporation. Notice of such meeting and of any annual meeting at which
holders of Preferred Stock are entitled to vote pursuant to this paragraph
3(c)(iii) shall be given to each holder of record of Preferred Stock by
mailing a copy of such notice to him or her at his or her last address as the
same appears on the books of the Corporation. Such meeting shall be called
for a time not earlier than 20 days and not later than 60 days after such
order or request or in default of the calling of such meeting within 60 days
after such order or request, such meeting may be called on similar notice by
any shareholder or shareholders owning in the aggregate not less than 10% of
the total number of shares of Preferred Stock outstanding, irrespective of
series. Notwithstanding the provisions of this paragraph 3(c)(iii), no such
special meeting shall be called during the period within 60 days immediately
preceding the date fixed for the next annual meeting of shareholders.
(iv) In any default period, the holders of Common Stock, and other
classes of stock of the Corporation if applicable, shall continue to be
entitled to elect the whole number of Directors until the holders of
Preferred Stock shall have exercised their right to elect two Directors
voting as a class, after the exercise of which right (x) the Directors so
elected by the holders of Preferred Stock shall continue in office until
their successors shall have been elected by such holders or until the
expiration of the default period, and (y) any vacancy in the Board of
Directors may (except as provided in paragraph 3(c)(ii) hereof) be filled by
vote of a majority of the remaining Directors theretofore elected by the
holders of the class of stock which elected the Director whose office shall
have become vacant. References in this paragraph 3(c) to Directors elected
by the holders of a particular class of stock shall include Directors elected
by such Directors to fill vacancies as provided in clause (y) of the
foregoing sentence.
(v) Immediately upon the expiration of a default period, (x) the right
of the holders of Preferred Stock as a class to elect Directors shall cease,
(y) the term of any
26
<PAGE>
Directors elected by the holders of Preferred Stock as a class shall
terminate, and (z) the number of Directors shall be such number as may be
provided for in the charter or bylaws irrespective of any increase made
pursuant to the provisions of paragraph 3(c)(ii) hereof (such number being
subject, however, to change thereafter in any manner provided by law or in
the Charter or bylaws). Any vacancies in the Board of Directors effected by
the provisions of clauses (y) and (z) in the preceding sentence may be filled
by a majority of the remaining Directors.
(a) The Charter of the Corporation shall not be amended in any manner
(whether by merger or otherwise) so as to adversely affect the powers,
preferences or special rights of the Series A Preferred Stock without the
affirmative vote of the holders of a majority of the outstanding shares of
Series A Preferred Stock, voting separately as a class.
(b) Except as otherwise provided herein, holders of Series A Preferred
Stock shall have no special voting rights, and their consent shall not be
required for taking any corporate action.
SECTION 4. CERTAIN RESTRICTIONS.
(a) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on outstanding shares of Series A
Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on,
any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Stock;
(ii) declare or pay dividends on, or make any other distributions on,
any shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except dividends paid ratably on the Series A
Preferred Stock and all such other parity stock on which dividends
are payable or in arrears in proportion to the total amounts to
which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock;
PROVIDED that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in exchange for
shares of stock of the Corporation ranking junior (as to dividends
and upon dissolution, liquidation or winding up) to the Series A
Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of
Series A Preferred Stock, or any shares of stock ranking on a parity
27
<PAGE>
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of Series A
Preferred Stock and all such other parity stock upon such terms as
the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith
will result in fair and equitable treatment among the respective
series or classes.
(a) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for value any shares of stock of the
Corporation unless the Corporation could, under paragraph 4(a), purchase or
otherwise acquire such shares at such time and in such manner.
SECTION 5. REACQUIRED SHARES. Any shares of Series A Preferred Stock redeemed,
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock without designation as to series and may be reissued as a part
of a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors as permitted by the Charter or as otherwise permitted
under Tennessee Law.
SECTION 6. LIQUIDATION, DISSOLUTION AND WINDING UP. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (1)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A Preferred Stock shall have
received $1.00 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment;
PROVIDED that the holders of shares of Series A Preferred Stock shall be
entitled to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 200 times the aggregate amount to be
distributed per share to holders of Common Stock, or (2) to the holders of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except distributions made ratably
on the Series A Preferred Stock and all such other parity stock in proportion to
the total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. If the Corporation shall at any time
after the Rights Declaration Date pay any dividend on Common Stock payable in
shares of Common Stock or effect a subdivision or combination of the outstanding
shares of Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then in each such case the aggregate
amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under the proviso in clause (1) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
28
<PAGE>
SECTION 7. CONSOLIDATION, MERGER, ETC. If the Corporation shall enter into
any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash or any other property, then in any such case the shares of
Series A Preferred Stock shall at the same time be similarly exchanged for or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 200 times the aggregate amount of stock,
securities, cash or any other property, as the case may be, into which or for
which each share of Common Stock is changed or exchanged. If the Corporation
shall at any time after the Rights Declaration Date pay any dividend on
Common Stock payable in shares of Common Stock or effect a subdivision or
combination of the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
SECTION 8. NO REDEMPTION. The Series A Preferred Stock shall not be
redeemable.
SECTION 9. RANK. The Series A Preferred Stock shall rank junior (as to
dividends and upon liquidation, dissolution and winding up) to all other series
of the Corporation's preferred stock except any series that specifically
provides that such series shall rank junior to the Series A Preferred Stock.
SECTION 10. FRACTIONAL SHARES. Series A Preferred Stock may be issued in
fractions of a share which shall entitled the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.
ARTICLE VII.
MANAGEMENT OF THE CORPORATION
The property, affairs, and business of the corporation shall be managed by
a Board of Directors which shall exercise all the powers of the corporation
without action by the shareholders, except as otherwise expressly provided by
statute or by this Charter or by the Bylaws.
The Board of Directors may make Bylaws, and, from time to time may alter,
amend or repeal any Bylaws; but any Bylaw made, altered or amended by the Board
of Directors may be altered, amended or repealed by the shareholders at any
annual meeting or at any special meeting provided notice of such proposed
alteration, amendment or repeal is included in the notice of meeting.
In discharging the duties of a director and in determining what the
director reasonably believes to be in the best interests of the corporation, a
director may, in addition to considering the effects of any action on
shareholders and to the maximum extent permitted by law, consider
29
<PAGE>
any relevant factor. Without limiting the generality of the foregoing, the
Board of Directors of the Corporation may consider the effects a proposed
merger, exchange, tender offer or significant disposition of the assets of
the Corporation or any of the Corporation's subsidiaries would have on the
Corporation's employees, customers, suppliers, and the communities in which
the Corporation or its subsidiaries operate or are located, and the long-term
as well as the short-term interests of the Corporation and its shareholders,
including the possibility that these interests may best be served by the
continued independence of the Corporation, in connection with its
deliberations concerning, and actions taken with respect to, such merger,
exchange, tender offer or significant disposition of assets.
ARTICLE VIII.
LIMITATION OF DIRECTOR LIABILITY
No person who is or was a director of the Corporation, or such person's
heirs, executors or administrators, shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this provision shall not eliminate
or limit the liability of any such party (i) for any breach of a director's duty
of loyalty to the Corporation or its shareholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, or (iii) for unlawful distributions under the Tennessee Business
Corporation Act. Any repeal or modification of the provisions of this Article
VIII, directly or by the adoption of an inconsistent provision of this Charter,
shall not adversely affect any right or protection in favor of a particular
individual at the time of such repeal or modification.
ARTICLE IX.
SPECIAL MEETING OF SHAREHOLDERS
A special meeting of shareholders may be called at any time by the Chairman
of the Board of Directors or by the President or by the Board of Directors
pursuant to a resolution adopted by a majority of the total number of directors
which the corporation would have at the time of the adoption of such resolution
if there were no vacancies, and by no other person or persons.
ARTICLE X.
REMOVAL OF DIRECTORS AND FILLING OF VACANCIES
Any director may be removed, either with or without cause, at any time, by
the affirmative vote of at least 50% of the total number of votes entitled to be
cast at a special meeting of shareholders called for that purpose.
Any director may be removed for cause, at any time, by a majority vote of
the entire Board of Directors at a meeting called for that purpose, the notice
of meeting for which states that a purpose of the meeting is the removal of a
director.
Any vacancy in the Board of Directors arising at any time and for any
cause, may be filled by the vote of a majority of the directors remaining in
office. Any vacancy not filled by the Board
30
<PAGE>
of Directors may be filled by the shareholders at an annual meeting or at a
special meeting of shareholders called for that purpose.
Dated: May 6, 1998 THOMAS & BETTS CORPORATION
By: /s/ Clyde R. Moore
----------------------------------------
Clyde R. Moore
President and Chief Executive Officer
Attested:
/s/ Jerry Kronenberg
- -----------------------------------
Jerry Kronenberg, Secretary
31
<PAGE>
EXHIBIT 5
July 31, 1998
Thomas & Betts Corporation
8155 T&B Boulevard
Memphis, Tennessee 38125
Ladies and Gentlemen:
This opinion is rendered to you in connection with the Registration
Statement on Form S-3 of Thomas & Betts Corporation (the "Company") to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"), covering the offering and
possible future sale by certain holders of 1,460,954 shares of common stock
of the Company (the "Common Stock").
I have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement. For purposes of my
opinion, I, or attorneys under my supervision, have examined and relied upon
such documents, records, certificates and other instruments as we have deemed
necessary. We have assumed the genuineness and authenticity of all documents
submitted to us as originals and the conformity to originals of all documents
submitted to us as copies.
I express no opinion as to the laws of any jurisdiction other than those
of the State of Tennessee and the federal laws of the United States of
America.
Based on and subject to the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Tennessee.
2. The shares of Common Stock have been duly authorized and validly
issued and are fully paid and non-assessable.
I understand that this opinion is to be used in connection with the
Company's Registration Statement relating to the Common Stock to be filed
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended. I consent to the filing of this opinion as an exhibit to this
Registration Statement and to the reference to me under the heading "Legal
Matters" in the Prospectus and in any subsequently filed prospectus
supplements.
Very truly yours,
/s/ Jerry Kronenberg
Jerry Kronenberg, Esq.
32
<PAGE>
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
Thomas & Betts Corporation:
We consent to the use of our report incorporated herein by reference in this
Registration Statement and to the reference to our firm under the heading
"Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Memphis, Tennessee
July 31, 1998
33
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Thomas & Betts Corporation:
We consent to the incorporation by reference in this Registration Statement
of Thomas & Betts Corporation on Form S-3 of our report dated February 6,
1997 (relating to the consolidated financial statements of Augat Inc. (a
wholly-owned subsidiary of Thomas & Betts Corporation since December 11,
1996) and subsidiaries, not incorporated by reference or presented separately
herein) appearing as Exhibit 99 in the Annual Report on Form 10-K of Thomas &
Betts Corporation for the year ended December 28, 1997 and to the reference
to us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
July 31, 1998
34
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Clyde R. Moore, Jerry
Kronenberg and Fred R. Jones, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, to execute a
Registration Statement on Form S-3 to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the registration of Common Stock of Thomas & Betts Corporation in an
aggregate amount up to $75,000,000 and any and all amendments to such
Registration Statement whether filed prior or subsequent to the time such
Registration Statement becomes effective, including amendments and any
post-effective amendments to such Registration Statement for the same
offering that are to be effective upon filing pursuant to Rule 462(b) under
the Securities Act of 1933, as amended; and hereby ratifies and confirms all
that such attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes may lawfully do or cause to be done by virtue of
these presents.
Signature Title Date
- --------- ----- ----
/s/ Clyde R. Moore
- -------------------------- President and Chief July 30, 1998
Clyde R. Moore Executive Officer and
Director
/s/ Ernest H. Drew
- -------------------------- Director July 30, 1998
Ernest H. Drew
/s/ T. Kevin Dunnigan
- -------------------------- Chairman of the Board July 30, 1998
T. Kevin Dunnigan and Director
- -------------------------- Director July __, 1998
Jeananne K. Hauswald
/s/ Fred R. Jones
- -------------------------- Vice President-Finance July 30, 1998
Fred R. Jones and Treasurer
- -------------------------- Director July __, 1998
Thomas W. Jones
/s/ Ronald B. Kalich, Sr.
- -------------------------- Director July 30, 1998
Ronald B. Kalich, Sr.
35
<PAGE>
- -------------------------- Director July __, 1998
Robert A. Kenkel
/s/ Jerry Kronenberg
- -------------------------- Vice President-General July 30, 1998
Jerry Kronenberg Counsel and Secretary
/s/ Kenneth R. Masterson
- -------------------------- Director July 30, 1998
Kenneth R. Masterson
/s/ Thomas C. McDermott
- -------------------------- Director July 30, 1998
Thomas C. McDermott
/s/ Jean-Paul Richard
- -------------------------- Director July 30, 1998
Jean-Paul Richard
/s/ Jerre L. Stead
- -------------------------- Director July 30, 1998
Jerre L. Stead
/s/ William H. Waltrip
- -------------------------- Director July 30, 1998
William H. Waltrip
36
